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Revised 01/24 3 <br /> <br />i) The Provider shall perform as Basic Services the work and services described <br />herein and as specified in the County’s Request for Proposals or Request for <br />Qualifications (the “RFP”) “RFP Number 367-OC5434. for “Orange County <br />Trails Plan” issued September 6, 2024, and the Provider’s proposal, which are <br />fully incorporated and integrated herein by reference together with Attachments 1 <br />("Original Proposal") and 2 (Deliverables and Tasks/Milestones") (designate all <br />attachments). In the event a term or condition in any referenced document or <br />attachment conflicts with a term or condition of this Agreement the term or <br />condition in this Agreement shall control. Should such conflict arise the priority <br />of documents shall be as follows: This Agreement, the County’s RFP together <br />with attachments, Provider’s Proposal together with attachments. <br /> <br />ii) The Basic Services will be performed by the Provider in accordance with the <br />following schedule: (Insert milestones task list, dates and fees. If milestones <br />are not established mark N/A under Milestone Task 1.) <br /> <br />Milestone Task Milestone Date Milestone Fee <br /> 1. Kickoff 1/1/25 $26,000 <br /> 2. Task 4 6/1/25 $26,000 <br /> 3. Completion 10//25 $26,000 <br /> 4. <br /> 5. <br /> 6. <br /> 7. <br /> 8. <br /> 9. <br /> 10. <br /> <br /> <br />iii) Should County reasonably determine that Provider has not met the Milestone <br />Dates established in Section 3(a)(ii), County shall notify Provider of the failure to <br />meet the Milestone Date. The County, at its discretion may provide the Provider <br />seven (7) days to cure the breach. County may withhold the accompanying <br />payment without penalty until such time as Provider cures the breach. In the <br />alternative, upon Provider’s failure to meet any Milestone Date the County may <br />modify the Milestone Date schedule. Should Provider or its representatives fail to <br />cure the breach within seven (7) days, or fail to reasonably agree to such modified <br />schedule, County may immediately terminate this Agreement in writing, without <br />penalty or incurring further obligation to Provider. This section shall not be <br />interpreted to limit the definition of breach to the failure to meet Milestone Dates. <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from January 1, 2025 to September 30, 2025. <br /> <br />b. Scheduling of Services <br />i) The Provider shall schedule and perform its activities in a timely manner so as to <br />meet the Milestone Dates listed in Section 3. <br />Docusign Envelope ID: EA417244-1B08-4F71-884E-045B78625FB7